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R-12-01-26-9D9 - 1/26/2012 RESOLUTION NO. R-12-01-26-9D9 WHEREAS,the City of Round Rock desires to retain engineering services for the Creek Bend Boulevard Project,and WHEREAS, Atkins North America, Inc. has submitted a Contract for Engineering Services to provide said services,and WHEREAS, the City Council desires to enter into said contract with Atkins North America, Inc.,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Contract for Engineering Services with Atkins North America, Inc. for the Creek Bend Boulevard Project, a copy of said contract being attached hereto as Exhibit"A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 26th day of January, 2012. (� Yii ALX&MCGRAW,Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk O:\wdox\SCClnts\0112\1204\MCINICIPAL\00241523.D000:\wdox\SCClnts\0112\1204\MUNICIPAL\00241523.DOC/rmc EXHIBIT „A» i 1 'ROUND ROCK,TEXAS PURPOSE PASS(O.`l PRO KIUT C CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: ATKINS NORTH AMERICA,INC. ("Engineer") ADDRESS: 6504 Bridge Point Parkway,Suite 200,Austin,TX 78730 PROJECT: Creek Bend Boulevard THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract') is made and entered into on this the day of ,2012 by and between the CITY OF ROUND ROCK,a Texas home- rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers;and WHEREAS,City and Engineer desire to contract for such professional engineering services;and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto,it is agreed as follows: Engineering Services Contract Rev.05/10 0199.7202;00240715 00192831 ST33CBDR 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services" Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule,then City shall have the right to terminate this Contract as set forth below in Article 20.So long as the City elects not to terminate this Contract,it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates,that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 i (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of One Hundred Seventy-Nine Thousand Eight Hundred Ninety-Eight acid 43/100 Dollars($179.898.43) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of.such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30)days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination,that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 i ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee(fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials,or equipment delivered or the services performed that causes the payment to be late;or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds;or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late;or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order,or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten(10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A.,Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: John Dean Transportation Planner 2008 Enterprise Round Rock,TX 78664 Telephone Number(512)218-6617 Fax Number(512)218-5563 Email Address jdean@round-rock.tx.us 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Steven Lindsey Senior Engineer 6504 Bridge Point Parkway, Suite 200 Austin,TX 78730 Telephone Number(512)372-1214 Fax Number(512)327-2453 Email Address steven.lindsey@atkinsglobal.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At-the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City,or at other locations designated by City. When requested by City,such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule,or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 's ARTICLE 10 SUSPENSION Should Ci tydesire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty(30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice fiom City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty(30)days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule,shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended,and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 Ji i ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or(2)the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed.Additional compensation,if appropriate,shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and,to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer,including agents,employees,Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project,provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and,where permitted by law,to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 i City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City.Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City,or any authorized representatives of it,shall have the right at all reasonable times to review or otherwise evaluate the Engineering Set-vices performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the 1 performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing,of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 i Services completed at that time. Should City terminate this Contract under Subsection(4) immediately above,then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(30)days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the pant of Engineer,then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations,then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales,Excise,and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/herrtself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 ' l Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents,or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON-COLLUSION,FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election,to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission,percentage,brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and I1 i i otherwise acceptable to City. Engineer shall also notify Cit �within twenty-four 24 hours of receipt,of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26,Section(3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager,City of Round Rock 221 East Main Street Round Rock,Texas 78664 (b) The policy clause "Other Insurance"shall not apply to any insurance coverage currently held by City, to any such fitture coverage, or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled"Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 12 I ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 34 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein.This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City City of Round Rock Attention: City Manager 221 East Main Street Round Rock,TX 78664 13 and to: Stephan L.Sheets City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Steven Lindsey Senior Engineer 6504 Bridge Point Parkway,Suite 200 Austin,TX 78730 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage,Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County,Texas,and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 i 1 i t (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction ' cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s ) methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (b) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment,approval, review,or determination of either party hereto,such terms are not intended to be and shall never be construed as permitting such opinion,judgment, approval,review, or determination to be arbitrary,capricious,or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF,the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROUND ROCK,TEXAS APPROVED AS TO FORM: By: Alan McGraw,Mayor Stephan L. Sheets,City Attorney ATTEST: By: Sara L.White,City Secretary ATKINS NORTH AMERICA,INC. By: Signature of Principal Printed Name: 15 LIST OF EXHIBITS ATTACHED (1)Exhibit A City Services (2)Exhibit B Engineering Services (3)Exhibit C Work Schedule (4)Exhibit D Fee Schedule (5)Exhibit E Certificates of Insurance f 16 i 1 i 1 1 EXHIBIT A i City Services The City of Round Rock Public Works Department will furnish the Engineer the following items/information: TASK 1: SURVEYING 1. Provide any Round Rock specific surveying requirements. TASK 2: ROUTE STUDY 1. Review and approve design parameters and typical section. 2. Provide as-built plans for adjacent roadways and trails. 3. Provide City of Round Rock utility information. 4. Provide subdivision plats and site plans along the corridor. 5. Review and provide comments on routes and technical memorandum. 6. Select one route for the engineer to develop 30%plans for. TASK 3: ENVIRONMENTAL STUDIES 1. Provide feedback on environmental impacts and consequences identified by the engineer. TASK 4: PRELIMINARY DESIGN/30%PLANS 1. Provide available information on existing drainage facilities. 2. Provide hydraulic design criteria. 3. Review and provide comments on 30%plans. TASK 5: PROJECT MANAGEMENT 1. Review and approve invoices. EXHIBIT B Engineering Services PROJECT DESCRIPTION This project consists of preparing a route study and 30% PS&E plans for the Creek Bend Blvd Extension. The proposed project will include a new location 4-lane divided roadway connection between Wyoming Springs Drive and Creek Bend Circle. The approximate length of the project is 0.5 miles and will include a single bridge spanning both Hairy Man Rd and Brushy Creek. TASK 1: SURVEYING I. Verify existing horizontal and vertical control. 2. Supplemental topographic and planimetric mapping of the proposed corridor. This will include mapping of existing curbs, pavements, visible and exposed utilities, structures, drainage facilities and other improvements.that may affect design criteria. Approximate area to be surveyed is an additional 170 feet along Creek Bend Circle to the front of the t houses and an additional 500 feet along existing Creek Bend Boulevard to the side/back of the houses. 3. Supplemental tree surveys of the corridor consisting of mapping and tagging 12 inch and larger hardwoods. Approximate area to be surveyed is an additional 170 feet along Creek Bend Circle to the front of the houses and an additional 500 feet along existing Creek Bend Boulevard to the side/back of the houses. TASK 2: ROUTE STUDY 1. Using the TxDOT Roadway Design Manual, AASHTO's A Policy on Geometric Design of Highways and Streets and City of Round Rock Design Standards, identify design parameters for design speed, horizontal alignments,lane widths,shoulder widths, median widths,clear zone requirements,and border widths and ROW widths. 2. Develop project typical sections using established design parameters. 3. Develop preliminary horizontal and vertical alignments for up to three routes for review and consideration. Routes will be developed using survey already obtained for the Creek Bend Blvd Extension project and supplemented, as necessary, by data available from other sources such as City of Round Rock and Williamson County. 4. Develop preliminary cost estimates for each of the routes studied. 5. Prepare technical memorandum describing the details, impacts and costs identified for each route. TASK 3: ENVIRONMENTAL STUDIES 1. Identify potential environmental impacts and potential consequences of those impacts based on previously completed environmental studies. Environmental resources to be Page L of 4 considered are Threatened and Endangered Species, Karst, Historic Resources and Archaeological Resources. Any issues identified will be included in the technical memorandum for the route study. 2. Historians meeting the Secretary of the Interior (SOI) standards will preliminarily evaluate each route's potential to impact historic (NRHP-listed or eligible) resources. This review will be based on data from the consultant's original historic resources survey report along with an updated desktop records review for each alignment. During the records review, a professional historian will consult the Texas Historic Sites Atlas to identify previously recorded historic properties included in the NRHP, the list of State Archeological Landmarks (SALs), and the list of Registered Texas Historic Landmarks (RTHLs) within the area of potential effects (APE) of each alignment. Additionally, historians will make recommendations regarding potential impacts to historic properties and/or additional work required to identify historic-age resources within the APE of each route based on the results documented in the original historic resources survey report. The results of this review will be included in the technical memorandum for the route study. i TASK 4: PRELIMINARY DESIGN/30%PLANS Roadway 1. Refine the horizontal and vertical alignment of roadways based upon the selected croute. 2. Provide preliminary cross-sections at 50' intervals. 3. Set proposed right-of-way limits. 3. Prepare typical sections. 4. Prepare preliminary plan/profile sheets. 5. Identify potential locations of retaining walls. Drainage 1. Evaluate hydraulic impacts schematically (approximately) for up to three (3) Creek Bend Blvd alternatives bridge and road alignments as part of the Route Study. 2. Evaluate water quality considerations for up to three (3) alternative Creek Bend Bridge and road alignments as part of the Route Study. 3. Prepare on site and regional drainage area maps showing existing conditions and proposed improvements. 4. Modify the best available hydraulic model of Brushy Creek to reflect the proposed Brushy Creek Crossing structure for existing and ultimate watershed conditions. Hydraulic models created from the effective FEMA models obtained in the previous modeling effort will be used. 5. Determine schematic limits of required drainage facilities outfall structures and water quality facilities. Page 2 of 4 6. Prepare draft hydraulic computations sheets for bridges and schematic storm sewer and inlets necessary to support 30%PS&E. 7. Develop 30% plan sheets schematic storm sewer locations and tie-ins to existing storm sewer systems as. 8. Develop 30% plan sheets showing water quality schematic design necessary to comply with WPAP. Brid e 1. Provide feasibility and cost estimate assistance during route study phase. 2. Develop Bridge Layout for bridge over Brushy Creek and Hairy Man Road. Miscellaneous 1. Identify potential utility conflicts based on above ground facilities located in field survey and available GIS data. TASK 5: PROJECT MANAGEMENT 1. Prepare monthly project status updates and invoices. 2. Manage sub-consultants. NOT INCLUDED WITHIN THIS SCOPE The following items are not included with this scope because the level of effort to complete these tasks is very dependent on the final route selected. These items, if necessary,would be added to the scope through a supplemental agreement. 1. Development of PS&E plans does not include any realignment (horizontal or vertical) of or direct connection to Hairy Man Rd. Route study may identify alterations to the existing configuration of Hairy Man Rd at no additional cost, but if a route is chosen that involves altering existing Hairy Man Rd a supplemental will be needed to develop this portion of the 30%PS&E. 2. CLOMR/LOMR report and permitting. 3. Storm water detention pond analysis and design is not included in this effort. It is assumed that an administrative variance will be granted for storm water detention requirements. 4. Additional environmental data collection and analysis or any revisions to previously prepared reports. Page 3 of 4 DELIVERABLES Route Study I. Exhibit for each route showing plan,profile,project limits and typical sections 2. Preliminary cost estimates for each route studied 3. Technical memorandum describing the details, impacts and costs identified for each route 30%Submittal 1. Two 11"X17" plan sets to include typical sections, preliminary roadway plan and profile sheets, preliminary drainage layouts, preliminary water quality design, and preliminary bridge layout 2. 30%construction cost estimate Page 4 of 4 EXHIBIT C — WORK SCHEDULE Aotivitjr ACtNity PtlAS Eng I F.,arly Earb Total ,�_ ,2--..—. —_.___ 1D Da option Dur Start Finish F101 1t Q6113►2tb275�1.?w1,4i26r2.:.9_X76233017.11+b244..11i18S2. ..d13,2'+30Ct._�1320jZ7311.0.17,241_$_it5,2 4010 Collect 84pp N Ffekf Dab dr Prepare Mapping 1 28 01 FES12 28FEB12 0 Collect Supplmt Field Data&Prepare Mapping 1020 Design Criteria 2 3 01FES12 03FEB12 8 Design Crite 1040 Typical Sections 2 3 04FES12 OSFES12 8 pica)Sections 1050 Routes&Exhibits 2 42 15FEB12 27MAR12 0 Routes&Exhibits 1060 Cost Estimates 12 14 28MAR12 10APR12 0 Cost Estimates 1070 Technical Memorandum 2 7 11APR12 17APR12 0 Technical Memorandum 1080 QA/0C 12 7 18APR12 24APR12 I 0 v QA/QC 1090 Submit Exhibits.Cost Ests&Tech Memo 2 0 24APR12 0 ubmit Exhibits,Cost Ests&Tech Memo 1160 Round Rods Review&Comment 2 21 25APR72 15MAY12 I 0 Round Rock Review 8 Comment 1.110 FinaCu a Route Study 2 14 16MAY12 29MAY12 0 Finalize Route Study 1030 Round Rock Select Route 2 0 29MAY12 28 Round Rock Select Route 1480 Drainage Plans 3 56 30MAY12 24JUL12 0 Drainage Plans 1140 Roadway Pian&Profile 3 28 30MAY12 26JUN12 28 Roadway Plan&Profile 1150 Cross Sections 3 21 30MAY12 19JUN12 35 tCroes Sections 1170 Bridge Preliminary Layout 3 21 30MAY12 19JUN12 35 Bridge Preliminary Layout 1180 Cost Estimate 3 7 25JUL12 31JUL12 0 Cost Estimate 1190 QA/QC 3 7 01AUG12 07AUG12 0 QA/QC 1200 Submit 30%Plans 3 0 07AUG12 0 ubmit 301/6 Plans 1210 Round.Rock Review&Comment 3 21 08AUG12 28AUG12 0 Round Rock Review&Comme 1220 Finalize 30%.Plans $ 1429AUG12 11SEP12 0' Finalize 30%Plan 1230 Submit Finalized 30%Plans 3 0 11SEP12 1 01 Submit Finalized 30%Plan# Sort Date OIFES12 =097Early ear BASE shoot 1 or 1 Ftwah Dau t1SEP12 Fact ATKINS om Dau 01FE912 Run Dace 19M11 12.'02 pmw a'ear Creek Bend Blvd Extension Cristal Ad ty . Production Schedule 0 Primavera Systems,Inc. EXHIBIT D Fee Schedule Total Total Other Loaded Labor TOTALS Task Labor Hours Cost Direct Costs Subconsultants Task 1: Surveying $ - $ - $ 11,494.00 $ 11,494.00 Task 2: Route Study 494.0 $ 60,650.37 $ - $ - $ 60,650.37 Task 3: Environmental Studies 55.0 $ 5,037.17 $ - $ - $ 5,037.17 Task 4: Preliminary Design/30% Plans 717.0 $ 95,007.32 $ - $ - $ 95,007.32 Task 5: Project Management 44.0 $ 5,793.07 $ - $ - $ 5,793.07 Task 6: Direct Expenses $ - $ 1,916.50 $ - $ 1,916.50 GRAND TOTAL: 1310 $ 166,487.93 $ 1,916.501 $ 11,494.001 $179,898.43 Overhead Rate= 170.07% Atkins Raw Labor= $ 55,041.26 Profit Rate= 12% Atkins Overhead = $ 93,608.67 Atkins Profit= $ 17,838.00 Atkins Total Labor= $ 166,487.93 1 EXHIBIT E Certificates of Insurance Attached Behind This Page ACORO® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 10/03/ 11 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOTAFFIRMATIVELY OR NEGATIVELY AMEND.EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must be endorsed.if SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PROOUCER =T CT Willis of Haw York, Inc. PHONE_WX _ 3 FAX B 88-467-2378 c/o 26 Century Blvd. - P. O. Boz 305191 -uAJL' Nashville, TH 37230-5191 MUREMS)AFFORDINGOOVERAGE NAICS WsuRERA:Greenwich Insurance Company 22322-001 INSURED tNVJRr;RfIv American guarantee & Liability Insurance 26247-001 Atkins North America, Inc. 4030 W. Boy Scout Blvd. Suite 700 WSURERG X.L. Insurance Co. of America Inc. 40193-001 Tampa, FL 33607 INSURER&,Underwriter's at Lloyds 15792-001 INSURERE. INSURERF: COVERAGES CERTIFICATE NUMBER.16740640 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERRN IS SUBJECT TO ALL THE TERMS, FXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN RSD BYPAID CLAIMS. RISR TYPEOFINSURANCE ralcyMmelt POL"YEIT POUCYEXP LONTS A GENERALLIALMLRY C007409026 /30/2011 9/30/2012 EACHOCCURRENCE f 11000,000 X COMLIERCIAL.GENERAL LIABILITY plfffil%giTEO S 1,000,000III CWMLS-MADE®OCCUR MEDEXP(M OM OW i .300,000 Contractual Liability PERSONALaADVLNAIRY S 11000,000 GENERALAGaREGATE f GENtAGGREGATEL"TAPPLIES PER PRODUCTS-COMPATPAGG S 2,000,000 POLICY PAM" F0 RO. LOC A AUTOMOB"LJAMn"Y CAR7409017 /30/2011 9/30/2012 OIGt1 LaOT 2,000,000 X ANYAUTO SOmILYINJmiperpmm) f -- � BODIL.YpNAIRY(P =dd&* f NIRWAUTOS D sr S S B X UWRELLALIAa IX JOCCUR AUCS0862107 /30/2011 9/30/2012 FACHOCCURRENCE S 1,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE 1,000,000 DED I IRETUMMI; S C WORKPRSCOYPENSATLON CWG7409015 /30/2011 9/30/2012 X AND EMPLOYERS'LIABLLLLY Y/K ANY PROPRLErORIPARTNENEXECUnVEn NIA ELEACHACCIOENT $ 11000,000 OFsteXd2dERs,1,IE&IS,IaMLEIREXCLUDED? lJ ELOSEASE-EAEMPLOYEE f 1,000,000 DF =OFOPERATIONSbebw E.L.DISEASE-POLICYLIMR f 11000,000 D Professional/ B080111209P1I 4/l/2022 4/1 2012 01,000,000 tach Claim & Pollution 61,000,000 Annual Aggregate 11/11/1961 Retrodate pESCWnMOFOPERATIONSILOCAMMIVENIOLES(AUsehAead10I,AddlmdRwmdm3cM2 romespaceb Effective April 1, 2011, Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J changed its name officially to Atkins North America, Inc. Underwriters at Lloyd's London AN Best Ratings A XV. Greenwich insurance companies Beat Rating A XV American Guarantee and Liability Insurance Company Beat Rating A XV XL Specialty Insurance Company Best Rating A+ XV CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLIOS BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PR)VISIONS. ^unwaQEOREPRESENTAIM SPBCINSN t Sonia Drexler Coll:3505299 Tp1:1343803 Cert:16740640 ®1988-2810ACORDCORPORATION.All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 33004588 LOGY: ADDITIONAL REMARKS SCHEDULE Page-7—of 9_ AGENCY NAMEDIN8UREo Atkins North America, Inc. Willis of New York, Inc. 4030 W. Boy Scout Blvd. Suite 700 mYNuaaEa Tampa, FL 33607 See First page CARRIER NMC CODE Sas First Pa a EFFECTNEDAIE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE _ Professional Liability policy written on claims-made basis. There are no Deductibles or Self-Insured Retentions on the General Liability, Automobile Liability and workers Compensation and Umbrella coverages. t ACORD 101(2008101) Co11i3505299 7p1:1343803 Cert:16740640 ®2008ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD ItNDRK,TEXAS City Council Agenda Summary Sheet N.PROSPERM. Agenda Item No. 9D9. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Agenda Caption: Services with Atkins North America, Inc.for the Creek Bend Boulevard Project. Meeting Date: January 26, 2012 Department: Transportation Staff Person making presentation: Gary Hudder Transportation Director Item Summary: The Creek Bend Boulevard Extension project has been considered by the City for some time, with the intent of connecting Creek Bend Boulevard between Creek Bend Circle and Wyoming Springs Drive. This project has suffered from numerous obstacles and delays, most notably environmental constraints, design issues and difficulty with an adjacent property owner. ,At the August Council retreat, the Council gave staff direction to redesign the pians for this project to cause Creek Bend Boulevard to span both Brushy Creek and Hairy Man Road; previously, the plans caused Creek Bend to intersection Hairy Man Road on a retaining wall structure. Subsequently, this contract with Atkins North America, Inc. in the amount of$179,898.43 will provide a 30%design schematic for the connection of Creek Bend Boulevard, between Creek Bend Circle and Wyoming Springs Drive. A future supplemental contract will finalize the design of this project. Cost: $179,898.43 2002 General Obligation Bonds Source of Funds: Type B Corporation Funds Date of Public Hearing(if required): N/A Recommended Action: Approval EXECUTED DOCUMENTS FOLLOW 'ROUND ROCK,TEXAS PURPOSE PMON PROSPEIM CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: ATKINS NORTH AMERICA,INC. ("Engineer") ADDRESS: 6504 Bridge Point Parkway,Suite 200,Austin,TX 78730 PROJECT: Creek Bend Boulevard THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract')is made and entered into on this the&day of ,2012 by and between the CITY OF ROUND ROCK, a Texas home- rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers;and WHEREAS,City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev.05/10 0199.7202;00240715 00192831 ST33CBDR 1 i i CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Worlc Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 i i (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of One Hundred Seventy-Nine Thousand, Eight Hundred Ninety-Eight and 43/100 Dollars ($179,898.43) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. i I 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee(fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials,or equipment delivered or the services performed that causes the payment to be late;or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal finds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A.,Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: John Dean Transportation Planner 2008 Enterprise Round Rock, TX 78664 Telephone Number(512)218-6617 Fax Number(512)218-5563 Email Address jdean@round-rock.tx.us 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Steven Lindsey Senior Engineer 6504 Bridge Point Parkway, Suite 200 Austin,TX 78730 Telephone Number(512)372-1214 Fax Number(512)327-2453 Email Address steven.lindsey@atkinsglobal.com atkinsglobal.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City,or at other locations designated by City. When requested by City,such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule,or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. k i� 5 + I ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confinnation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty(30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule,shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended,and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. I 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2)the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate,shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials fiirnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and,to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for set-vices to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer,including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 i City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it,shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all ' reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their dirties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing,of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 i Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(30)days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales,Excise,and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents,or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting fiom errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON-COLLUSION,FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the frill amount of such fee, commission,percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and f I 11 � 1 I i otherwise acceptable to City. Engineer shall also notify City, within twenty-four(24)hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section(3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorseinents. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager,City of Round Rock 221 East Main Street Round Rock,Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled"Certificates of Insurance." ARTICLE 27 COPYRIGHTS I City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. ff f I 12 I I ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock,TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Steven Lindsey Senior Engineer 6504 Bridge Point Parkway, Suite 200 Austin,TX 78730 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Ventre. This Contract shall be enforceable in Round Rock, Williamson County, Texas,and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in cotmection with the Engineering Services. 14 i (S) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (b) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment,approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion,judgment,approval, review, or determination to be arbitrary,capricious,or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF,the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY O OUND ROCK,TEXAS APP ED AS T FORM: By: 4AIanGraw, Mayor Stepha L. Sheets, City Attorney ATTEST: &ft— Sara L. White,City <1001�_ ATKINS NORT ERICA,INC. By: Signature of Principal Printed Name: II, 15 I LIST OF EXHIBITS ATTACHED (l)Exhibit A City Services (2)Exhibit B Engineering Services (3)Exhibit C Work Schedule (4)Exhibit D Fee Schedule (5)Exhibit E Certificates of Insurance 16 i EXHIBIT A City Services The City of Round Rock Public Works Department will fiirnish the Engineer the following items/information: TASK 1: SURVEYING 1. Provide any Round Rock specific surveying requirements. TASK 2: ROUTE STUDY 1. Review and approve design parameters and typical section. 2. Provide as-built plans for adjacent roadways and trails. 3. Provide City of Round Rock utility information. 4. Provide subdivision plats and site plans along the corridor. 5. Review and provide comments on routes and technical memorandum. 6. Select one route for the engineer to develop 30%plans for. TASK 3: ENVIRONMENTAL STUDIES 1. Provide feedback on environmental impacts and consequences identified by the engineer. TASK 4: PRELIMINARY DESIGN/30% PLANS 1. Provide available information on existing drainage facilities. 2. Provide hydraulic design criteria. 3. Review and provide comments on 30%plans. TASK 5: PROJECT MANAGEMENT 1. Review and approve invoices. EXHIBIT B Engineering Services PROJECT DESCRIPTION This project consists of preparing a route study and 30% PS&E plans for the Creek Bend Blvd Extension. The proposed project will include a new location 4-lane divided roadway connection between Wyoming Springs Drive and Creek Bend Circle. The approximate length of the project is 0.5 miles and will include a single bridge spanning both Hairy Man Rd and Brushy Creek. TASK 1: SURVEYING I. Verify existing horizontal and vertical control. 2. Supplemental topographic and planimetric mapping of the proposed corridor. This will include mapping of existing curbs, pavements, visible and exposed utilities, structures, drainage facilities and other improvementsthat may affect design criteria. Approximate area to be surveyed is an additional 170 feet along Creek Bend Circle to the front of the houses and an additional 500 feet along existing Creek Bend Boulevard to the side/back of the houses. 3. Supplemental tree surveys of the corridor consisting of mapping and tagging 12 inch and larger hardwoods. Approximate area to be surveyed is an additional 170 feet along Creek Bend Circle to the front of the houses and an additional 500 feet along existing Creek Bend Boulevard to the side/back of the houses. TASK 2: ROUTE STUDY 1. Using the TxDOT Roadway Design Manual, AASHTO's A Policy on Geometric Design of Highways and Streets and City of Round Rock Design Standards, identify design parameters for design speed, horizontal alignments, lane widths, shoulder widths, median widths, clear zone requirements, and border widths and ROW widths. 2. Develop project typical sections using established design parameters. 3. Develop preliminary horizontal and vertical alignments for up to three routes for review and consideration. Routes will be developed using survey already obtained for the Creek Bend Blvd Extension project and supplemented, as necessary, by data available from other sources such as City of Round Rock and Williamson County. 4. Develop preliminary cost estimates for each of the routes studied. 5. Prepare technical memorandum describing the details, impacts and costs identified for each route. TASK 3: ENVIRONMENTAL STUDIES 1. Identify potential environmental impacts and potential consequences of those impacts based on previously completed environmental studies. Environmental resources to be Page 1 of 4 considered are Threatened and Endangered Species, Karst, Historic Resources and Archaeological Resources. Any issues identified will be included in the technical memorandum for the route study. 2. Historians meeting the Secretary of the Interior (SOI) standards will preliminarily evaluate each route's potential to impact historic (NRNP-listed or eligible) resources. This review will be based on data from the consultant's original historic resources survey report along with an updated desktop records review for each alignment. During the records review, a professional historian will consult the Texas Historic Sites Atlas to identify previously recorded historic properties included in the NRHP, the list of State Archeological Landmarks (SALs), and the list of Registered Texas Historic Landmarks (RTHLs) within the area of potential effects (APE) of each alignment. Additionally, historians will make recommendations regarding potential impacts to historic properties and/or additional work required to identify historic-age resources within the APE of each route based on the results documented in the original historic resources survey report. The results of this review will be included in the technical memorandum for the route study. TASK 4: PRELIMINARY DESIGN/30% PLANS Roadway 1. Refine the horizontal and vertical alignment of roadways based upon the selected route. 2. Provide preliminary cross-sections at 50' intervals. 3. Set proposed right-of-way limits. 3. Prepare typical sections. 4. Prepare preliminary plan/profile sheets. 5. Identify potential locations of retaining walls. Drainage 1. Evaluate hydraulic impacts schematically (approximately) for up to three (3) Creek Bend Blvd alternatives bridge and road alignments as part of the Route Study. 2. Evaluate water quality considerations for up to three (3) alternative Creek Bend Bridge and road alignments as part of the Route Study. 3. Prepare on site and regional drainage area maps showing existing conditions and proposed improvements. 4. Modify the best available hydraulic model of Brushy Creek to reflect the proposed Brushy Creek Crossing structure for existing and ultimate watershed conditions. Hydraulic models created from the effective FEMA models obtained in the previous modeling effort will be used. 5. Determine schematic limits of required drainage facilities outfall structures and water quality facilities. Page 2 of 6. Prepare draft hydraulic computations sheets for bridges and schematic storm sewer and inlets necessary to support 30%PS&E. 7. Develop 30% plan sheets schematic storm sewer locations and tie-ins to existing storm sewer systems as. 8. Develop 30% plan sheets showing water quality schematic design necessary to comply with WPAP. Bridee 1. Provide feasibility and cost estimate assistance during route study phase. 2. Develop Bridge Layout for bridge over Brushy Creek and Hairy Man Road. Miscellaneous 1. Identify potential utility conflicts based on above ground facilities located in field survey and available GIS data. i TASK 5: PROJECT MANAGEMENT 1. Prepare monthly project status updates and invoices. 2. Manage sub-consultants. NOT INCLUDED WITHIN THIS SCOPE The following items are not included with this scope because the level of effort to complete these tasks is very dependent on the final route selected. These items, if necessary, would be added to the scope through a supplemental agreement. 1. Development of PS&E plans does not include any realignment (horizontal or vertical) of or direct connection to Hairy Man Rd. Route study may identify alterations to the existing configuration of Hairy Man Rd at no additional cost, but if a route is chosen that involves altering existing Hairy Man Rd a supplemental will be needed to develop this portion of the 30%PS&E. 2. CLOMR/LOMR report and permitting. 3. Storm water detention pond analysis and design is not included in this effort. It is assumed that an administrative variance will be granted for stoma water detention requirements. 4. Additional environmental data collection and analysis or any revisions to previously prepared reports. Page 3 of 4 DELIVERABLES Route Study 1. Exhibit for each route showing plan,profile,project limits and typical sections 2. Preliminary cost estimates for each route studied 3. Technical memorandum describing the details, impacts and costs identified for each route 30% Submittal 1. Two 11"X17" plan sets to include typical sections, preliminary roadway plan and profile sheets, preliminary drainage layouts, preliminary water quality design, and preliminary bridge layout 2. 30%construction cost estimate Page 4 of 4 f t I EXHIBIT C — WORK SCHEDULE c a v w. 1010 dad SUpphnt Field Oak a P.WM Msmft 1 Zit. M12 12VMI 1it Field Data.&Prepare Mapping 1020 0481pCft to 2 3 01FE812' 03FES12 8 n 1040 Typical Seasons 2 3 04M12 OW012 8 Cal 1050 Routes&E)"blta 2 42 15M12 27MAR12 0 Routes I Exhibits 1060 Cost Eslirma" 2 14 2aAAAR12 10APR12 0 Cost Estimates 1070 ToOr"Mernwandum 2 7 11APR12 17APR12 0 eohnical NNmorandum 1000 woo 2 7 16APR12 24APR12 0 QA 1 QC 1000 "R*Exhibits,Cost Ess S Tach Memo 2 0 24APR12 0 It MMUft Cost Eft R Teets Memo 1100 Round Rook Review A Comment 2 21 26APR12 IWAY12 0 Round Rock Review R Comment 1110 Fins m Routs 2 1416MAY12 2D AY12 0 las Routs Study 1030 Round Rook tlalal>t Routs 2 01 20MAY12 28 -Round Rock SeNet Routs 1160 D*nspe Plans 3 68 30MAY12 24JUL12 01 Orainape Pians 1140 Roadways Plat&Pro% 3 26 30MAY12 20JUN12 28 Roadway Wan&Profits 1150 Cres Seclons 3 21 30MAY12 19JUN12 36 Cross Sections 1170 BWpe Prellmin"Layout 3 21 30MAY12 19JUN12 36 Preliminary Layout 1180 Cost Es*n to 3 7 25JUL12 31JUL12 0 Cost Estimate 1190 QAl Eye 3 T 01AUG12 07AUG12 0 Qlt/CIC 1200 Submit 30%Pians 3 0 07AUG12 0 it 30%Plans 1210 Round Rods Review&Comment 3 21 08AUG12 MUGU 0 Round Rock Review 8 Com 1, 1220 Fln On 30%Plans 3 14 29AUG12 11SEP12 0 F'oorm 30% bm 1230 Suit Finalized 30%Pians 3 0 11SEP12 0 Submit Finalized 30%Pla Sint t>� SIRe12 IV NNW�Y sw BASE shm 1 d 1 t a+0er 11sma ATKINS OIFW2 , PAW BW RUM DOW leoac111xOZ Apiiiiiiiiiiiiiiiiiiiii pmW4'ew Cheek Bend Blvd Extension Producdon Schedule 0 Primavera Systerns.Inc. EXHIBIT D Fee Schedule Total Total Other Loaded Labor TOTALS Task Labor Hours Cost Direct Costs Subconsultants Task 1: Surveying $ - $ - $ 11,494.00 $ 11,494.00 Task 2: Route Study 494.0 $ 60,650.37 $ - $ - $ 60,650.37 Task 3: Environmental Studies 55.0 $ 5,037.17 $ - $ - $ 5,037.17 Task 4: Preliminary Design/30% Plans 717.0 $ 95,007.32 $ - $ - $ 95,007.32 Task 5: Project Management 44.0 $ 5,793.07 $ - $ - $ 5,793.07 Task 6: Direct Expenses $ - $ 1,916.50 $ - $ 1,916.50 GRAND TOTAL: 1310 $ 166,487.93 $ 1,916.50 $ 11,494.00 $179,898.43 Overhead Rate = 170.07% Atkins Raw Labor= $ 55,041.26 Profit Rate = 12% Atkins Overhead = $ 93,608.67 Atkins Profit= $ 17,838.00 Atkins Total Labor= $ 166,487.93 1 EXHIBIT E Certificates of Insurance Attached Behind This Page I A}CORD® CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 DATE THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the poilcy(las)must be endorsed. If SUBROGATION 18 WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Willis of New York, Inc. PHONE 877-945-7378 3 B FAX 8 c/o 26 Century Blvd. P. O. Box 305191 -11WL Nashville, TH 37230-5191 INS S FORDINGCOVERAGE NAIC10 1NSURERA:dreenwioh Insurance Company 22322-001 INSURED Atkins North America, Inc. INSURERB:American Guarantee & Liability Insurance 26247-001 4030 W. Soy scout Blvd. Butte 700 WSURERC X.L. Insurance Co. of America Inc. 40193-001 Tampa, PL 33607 INSURER D:Underwriter's at Lloyds 15792-001 INSURERS INSURERF• COVERAGES CERTIFICATE NUMBER:16740640 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDMG ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSANDCONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAYHAVE BEEN REDUCED BYPAID CLAIMS. R1SR TYPEOPINSURANCE In SUa POLICY NUMBER POLImfEFF Po EXP118- tuumnwaw LIMITS A GENERALLIAeILRY CW7409016 /30/2011 9/30/2012 EACHOCCURRENCE $ 1,000,000 X COMMERCIALGENMULLIABILITY E EO $ 1,000,000 CLAIMS-MADE®OCCUR MEDEXP(Anyone cram $ 300.00 X Contractual Liability PERSONAL AADV INJURY S 1,000,000 OENERALAGGREGATE S2,900,000 GENLAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG S 2,000,000 POLICY PRO LOC A AUTOMOBILELIABILITY CAR7409017 /30/2011 9/30/2012BI BODSINGLEUMIr S 2,000,000 X er sal ANYAUTO BODILYINJURY(Perpemon) S A�OWNED OSS S ODULEO BODILY INJURY(Perscddenl) S HIREOAUTOS 140 OWNED S S B X UMBRELLALIAB X OCCUR AVC50862107 /30/2011 9/30/2012 EACHOCCURRENCE $ 1,000,000 EXCESS LIMB I CLAIMS-MADE AGGREGATE 1; 11000,000 OED I IFIETENTIOR$ S C WORKERS COMPENSATION CW07409015 /30/2011 9/30/2012 x ANDEMPLOYERS'LUI RM ANY PROPRIETOWPARTHERIEXECU IVEn NIA EL.EACHACCIDENT S 11000,000 1pCERIMEMBEREXCLUDED7 inL 11 E.LDISEASE-EAEMPL.OYEE $ 1,000,000 (lyyseee,,deadtbe u�a DESCRLPTIONOFOPERATIONSbelow E.LDISEASE•POLICYULIR' S 1,000,000 D Professional/ 8080111209P11 4/l/2022 4/l/2012 $1,000,000 Bach Claim a Pollution $1,000,000 Annual Aggregate 11/11/1961 Retrodate DESCRIP710N OF OPERATIONS I LOCATIONS IVEHICLES(AUwh Acord 101,A"Wral RamarkeSchadWa,11mors space Is required) Effective April 1, 2011, Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J changed its name officially to Atkins North America, Inc. Vnderwriters at Lloyd's London AM Best Ratings A Xv. Greenwich Insurance Companies Best Rating A XV American Guarantee and Liability Insurance Company Best Rating A XV XL Specialty Insurance Company Best Rating A+ XV CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORItEOREPRESEN7ATIVE BPSCIMSN T Sonia Drexler Colls3505299 Tp1:1343803 Cert:16740640 01988.2010ACORDCORPORATION.All rights reserved. ACORD 25(2010!05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:3304588 LOC#: A ADDITIONAL REMARKS SCHEDULE Page-2-of 2— AOENCY NAMEDU13UREO Atkins North America, Inc. Willis of Now York, Inc. _ 4030 W. Boy Scout Blvd. Suite 700 POLICY NUMBER v Tampa, FL 33607 Bee First Page CARRIER IWCCODe See First Pae EFFECTMI)ATE: Bee First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORMTITLE: CERTIFICATE OF LIABILITY INSURANCE Professional Liability policy written on claims-made basis. There are no Deductibles or Self-Insured Retentions on the general Liability, Automobile Liability and Workers Compensation and Umbrella coverages. i i ACORD 101(2008101) Coll:3505299 Tp1:1343803 Cert:16740640 ®2008ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD